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Title 12Chapter VPart 563b

TITLE 12—Banks and Banking



What does this part do?
May I form a holding company as part of my conversion?
May I form a charitable organization as part of my conversion?
May I acquire another insured stock depository institution as part of my conversion?
What definitions apply to this part?


Prior to Conversion

What must I do before a conversion?
What information must I include in my business plan?
Who must review my business plan?
How will OTS review my business plan?
May I discuss my plans to convert with others?

Plan of Conversion

Must my board of directors adopt a plan of conversion?
What must I include in my plan of conversion?
How do I notify my members that my board of directors approved a plan of conversion?
May I amend my plan of conversion?

Filing Requirements

What must I include in my application for conversion?
How do I file my application for conversion?
May I keep portions of my application for conversion confidential?
How do I amend my application for conversion?

Notice of Filing of Application and Comment Process

How do I notify the public that I filed an application for conversion?
How may a person comment on my application for conversion?

OTS Review of the Application for Conversion

What actions may OTS take on my application?
May a court review OTS's final action on my conversion?

Vote by Members

Must I submit the plan of conversion to my members for approval?
Who is eligible to vote?
How must I notify my members of the meeting?
What must I submit to OTS after the members' meeting?

Proxy Solicitation

Who must comply with these proxy solicitation provisions?
What must the form of proxy include?
May I use previously executed proxies?
How may I use proxies executed under this part?
What must I include in my proxy statement?
How do I file revised proxy materials?
Must I mail a member's proxy solicitation material?
What solicitations are prohibited?
What will OTS do if a solicitation violates these prohibitions?
Will OTS require me to re-solicit proxies?

Offering Circular

What must happen before OTS declares my offering circular effective?
When may I distribute the offering circular?
When must I file a post-effective amendment to the offering circular?

Offers and Sales of Stock

Who has priority to purchase my conversion shares?
When may I offer to sell my conversion shares?
How do I price my conversion shares?
How do I sell my conversion shares?
What sales practices are prohibited?
How may a subscriber pay for my conversion shares?
Must I pay interest on payments for conversion shares?
What subscription rights must I give to each eligible account holder and each supplemental eligible account holder?
Are my officers, directors, and their associates eligible account holders?
May other voting members purchase conversion shares in the conversion?
Does OTS limit the aggregate purchases by officers, directors, and their associates?
How do I allocate my conversion shares if my shares are oversubscribed?
May my employee stock ownership plan purchase conversion shares?
May I impose any purchase limitations?
Must I provide a purchase preference to persons in my local community?
What other conditions apply when I offer conversion shares in a community offering, a public offering, or both?

Completion of the Offering

When must I complete the sale of my stock?
How do I extend the offering period?

Completion of the Conversion

When must I complete my conversion?
Who may terminate the conversion?
What happens to my old charter?
What happens to my corporate existence after conversion?
What voting rights must I provide to stockholders after the conversion?
What must I provide my savings account holders?

Liquidation Account

What is a liquidation account?
What is the initial balance of the liquidation account?
How do I determine the initial balances of liquidation sub-accounts?
Do account holders retain any voting rights based on their liquidation sub-accounts?
Must I adjust liquidation sub-accounts?
What is a liquidation?
Does the liquidation account affect my net worth?
What provision must I include in my new federal charter?


What management stock benefit plans may I implement?
May my directors, officers, and their associates freely trade shares?
May I repurchase shares after conversion?
What information must I provide to OTS before I repurchase my shares?
May I declare or pay dividends after I convert?
Who may acquire my shares after I convert?
What other requirements apply after I convert?

Contributions to Charitable Organizations

May I donate conversion shares or conversion proceeds to a charitable organization?
How do my members approve a charitable contribution?
How much may I contribute to a charitable organization?
What must the charitable organization include in its organizational documents?
How do I address conflicts of interest involving my directors?
What other requirements apply to charitable organizations?


What does this subpart do?
How may I conduct a voluntary supervisory conversion?
Do my members have rights in a voluntary supervisory conversion?


When is a savings association eligible for a voluntary supervisory conversion?
When is a state-chartered savings bank eligible for a voluntary supervisory conversion?

Plan of Supervisory Conversion

What must I include in my plan of voluntary supervisory conversion?

Voluntary Supervisory Conversion Application

What must I include in my voluntary supervisory conversion application?

OTS Review of the Voluntary Supervisory Conversion Application

Will OTS approve my voluntary supervisory conversion application?
What conditions will OTS impose on an approval?

Offers and Sales of Stock

How do I sell my shares?


Who may not acquire additional shares after the voluntary supervisory conversion?

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